Phoenix, on Sublime's orders exterminates an insectoid race in Pan-Africa that she agrees is an evolutionary dead-end. But she encounters the X-Men's ambassador to them, and brings his consciousness back as an example of a viable species. Sublime thinks otherwise, and has sent a massive Crawler with a mental plague into the Institute, and an army of flying crawlers to intercept the X-Men's attack and kill the aquatic X-Man Mer-Max. As the Institute begins to fall and the X-Men at sea realize their long odds, the Phoenix joins the fray.